JOY BEHAR, HOST: When most people hit their 70`s, they like to sit back, relax and take a nice sits (ph) bath. Not Jane Fonda; she lifts, she runs, she stretches, I`m exhausted just thinking about it. She revolutionized the fitness industry in the 1980s and now she returns with two new fitness DVDs for baby boomers and their grandparents. Watch.

BEHAR: Jane Fonda`s with me now to talk about how to stay trim, toned and flexible. Oscar and Emmy-winning actress, Jane Fonda is her. Jane, it`s great to see you again.

FONDA: Oh, it`s great to be here again.

BEHAR: You know, I have to tell you, this DVD is easier going.

FONDA: Oh, yes. I can`t do what I used to do.

BEHAR: You know what? I would have liked this when I was 20.

FONDA: Well, a lot of young -- no. I get people who are in their 30`s who are doing it and love it. And they love it.

BEHAR: Yes.

FONDA: But it`s for people who have never really worked out before or they`ve had an operation and they need to come back slowly. It really works. It`s great. I`m getting feedback from 30 year-olds and 80 year- olds.

BEHAR: You`re an originator of these type of things. And it says a bonus 10 minute relaxation. So do you have a glass of wine between?

FONDA: I did, yes, but it`s not on there. The other one has meditation on it.

FONDA: Well, you don`t. You empty the mind. I mean there`s all different kinds. But I empty my mind.

BEHAR: Really?

FONDA: Yes. And I teach one way to do it on there.

(CROSSTALK)

BEHAR: So when you`re -- if I`m meditating, I would have like an annoying "Grateful Dead" song going on in my head or something. I wouldn`t be able to clear it completely. How do you do that?

FONDA: Not with a "Grateful Dead" song. No. You know, it takes time. You can`t do it and you can`t do it and then suddenly, you can do it. I finally learned how to do it and you kind of find this place in the mind where there`s nothing. You`re aware that you`re not thinking, but being aware of not thinking means you`re kind of thinking but you`re suspended in nowhere and it`s fantastic.

BEHAR: How long does this torture last?

FONDA: Well, it depends. Sometimes I do it for three minutes. Sometimes 20 minutes.

BEHAR: Three minutes, I could do it for.

FONDA: You know, it depends on how much time I have.

BEHAR: Yes. I see.

FONDA: I started by what`s called rohatsu, an eight-day silent formal Buddhist meditation. I believe in jumping in trial by fire. It was really, really hard but it taught me how to do it.

BEHAR: Ok. And do you think that people who are fit, you talk about this also, in their 70`s, have better sex because they`re fit?

FONDA: Well, all kinds of things happen to you when you`re fit, meaning you`re flexible. You feel better about your body. You have more self-esteem. And all those things contribute to good sex, should one want. But, you know, nobody -- you don`t have to do it for sex. You seem to be obsessed with it yourself.

BEHAR: I am. I just got married and the sex never stops. It`s just continuous morning, noon and night.

(CROSSTALK)

FONDA: You got married hoping it would slow it down.

BEHAR: I did. It hasn`t really worked. He`s an animal.

You got a new guy, though. You have a new guy.

FONDA: Well, two and a half years.

BEHAR: Two and a half years, you know, I mean -- so I`m sure the sex is still --

FONDA: He works out every day. Notice how quickly I moved off.

BEHAR: But I mean the sex in the beginning of a relationship is always easier to keep it going later on.

FONDA: You have to schedule it.

BEHAR: Yes.

FONDA: You have to if you`re real busy and it`s kind of fun to schedule it and look forward it to. And when you get older, you tend to schedule it more anyway because you have to do things first.

BEHAR: That`s true. That`s true.

But you said on "The View" today, you were married -- this is your fourth relationship? No, you were married three times?

FONDA: I`ve been married three times. I`ve had many relationships. I don`t intend to ever get married again.

BEHAR: Yes, I know. You say that now but you never know.

FONDA: Oh, yes.

BEHAR: Because you know, there`s also death and taxes you have to deal with.

FONDA: What does marriage have to do with it?

BEHAR: Everything to do with it.

FONDA: That`s the problem. I don`t want to get into that.

BEHAR: Yes, you don`t want to get into that.

FONDA: But you know, obviously, I did a lot of exercising when I was younger and I launched a business and the industry and all that. What I`m realizing is that when you`re older, it really matters. It really matters because all kinds of things begin to happen in our bodies.

BEHAR: Yes, I know.

FONDA: Staying physically active cannot do away with it all, but really minimize it. So you can add 10, 15, 20 good years onto your life.

BEHAR: Really?

FONDA: Oh yes. Including your brain.

BEHAR: Are you kidding me?

FONDA: No, I`m absolutely serious. You can maintain muscle mass. You can stop the shrinkage. You know, the brain shrinks. And the front, the important part where executive planning and decision-making takes place, pre-frontal cortex. It`s also where Alzheimer`s begins.

If you stay physically active, it minimizes the shrinkage. It can`t cure Alzheimer`s but it can postpone it and you know, 5, 10 years is good.

BEHAR: But there were people, you know, in the hinterlands who live to be 110, that never, never went to an aerobics class in their life.

FONDA: No, but you know what they do? All those -- it`s called the Blue Zones, the places in the world where so many people live over 100. They farm, they walk --

BEHAR: That`s true.

FONDA: They`re very, very physically active.

BEHAR: So walking is good, then. Walking counts too.

FONDA: Walking. Oh, yes. We`re not --

BEHAR: Ok.

FONDA: Yes. You don`t have to do that.

BEHAR: You don`t have to be wearing sneakers.

FONDA: This is a fun way that a lot of people can stay at home and do it. And these are different than last year because we`re back in a studio like I did originally and there`s other people, you know. But they`re not real kind of buff people. They`re sort of normal people that are doing these videos with me.

BEHAR: I like that.

FONDA: But you don`t have to do that. You can walk. You can -- I can`t run anymore, but you can, you know, climb hills and ride bikes and swim. There`s just all sorts of things you can do.

BEHAR: That`s true.

FONDA: Just even gardening.

BEHAR: Yes. That`s true.

FONDA: And here`s another interesting thing that I just found out. People are born with a fat obesity gene and they think, what can I do? I`ve got the gene, it`s in my family.

BEHAR: Right.

FONDA: If you exercise, you can override the gene.

BEHAR: See, you are one of those people who is genetically blessed, I think.

FONDA: I have the genes, yes.

BEHAR: Your father was a tall, lanky, good-looking man and you`re a tall, lanky, good-looking woman.

FONDA: Thank you.

BEHAR: Your brother, Peter, is like that.

FONDA: He`s really like that.

BEHAR: And I don`t really know what your mother looked like but she was an actress or --

FONDA: She was beautiful, yes.

BEHAR: Yes. So I mean genetically, you lucked out.

FONDA: Right.

BEHAR: So, good. But if you don`t, if you`re a short and fat thing - -

FONDA: And you want to stay home, you worry about going to the gym. That`s one of the reasons that the home videos took off so much because people said, finally, I can get into shape before I go to the gym. People feel -- first of all, they don`t have time. It costs money to join a gym. And then they don`t want go to the gym and not look good so they sort of stay home and use the videos, or now they`re DVDs.

BEHAR: And there`s fun music on it, too. There`s fun music.

FONDA: This is -- the music on these are unbelievable. There`s a live band on the set with us. There`s one whole section of doo-wop which I love and my boyfriend sings on that because he had a doo-wop group when he was young. And then there`s a Latin section and then there`s (INAUDIBLE) section.

BEHAR: I love that you call him your boyfriend. It`s so cute.

FONDA: Well, I should say lover.

BEHAR: Well, I used to say spousal equivalent. But then I got married so I -- husband is so much easier to introduce people to him, you know.

FONDA: When you`re in your 70s, boyfriend sounds a little weird.

BEHAR: It sounds crazy.

FONDA: Yes, but lover is a little too in your face.

BEHAR: Too much information.

FONDA: That`s what the French say?

BEHAR: The French say my lover?

FONDA: Yes.

BEHAR: Well, they`re annoying anyway.

But I love this idea, you were talking today about tantric sex. You told me what it was. I really thought it was something weird. It`s not weird, it`s just a long thing of foreplay, right?

FONDA: Yes, it is. Well, I mean -- you want to get into this?

BEHAR: Isn`t it? Well, I`m interested in what it is. I mean you taught me something this morning.

FONDA: It`s -- you want to get away from performance anxiety, like every -- you know, foreplay is not a good word because it means it`s fore, leading up to something, so you have to achieve something.

BEHAR: I see.

FONDA: Forget about trying to achieve something, call it outer- course. Outer-course you don`t ever have to get to the intercourse, but a charge happens in your body and you get excited and things happen in your body and you just --

BEHAR: You don`t get to the end.

FONDA: -- try to maintain that. You know, it`s just wonderful.

BEHAR: How do you explain that to men? Because I don`t think they`re interested in outer-course.

FONDA: They are.

BEHAR: Really?

FONDA: Yes.

BEHAR: Without any payoff? Seriously.

FONDA: Yes. And it can go for hours and hours and hours and hours. Sting talks about it a lot.

BEHAR: I know. He and his wife have a lot of tantric sex. I was always wondering what are they doing.

FONDA: They have in California -- well, of course in California, they have lessons, tantric sex lessons. I`ve never been to them but I`m going to go. I`m really curious.

BEHAR: Did you go to (INAUDIBLE) and do all of that sort of hippie stuff in your day?

FONDA: No.

BEHAR: You never did any of that?

FONDA: Ted, my ex-husband did.

BEHAR: Teddy.

FONDA: Ted. Yes.

BEHAR: Ted.

FONDA: By the way, if Ted was still here, you`ll still be on -- your show would not have been canceled.

BEHAR: You think so?

FONDA: Oh, yes.

BEHAR: Ted Turner, he wouldn`t have done it. Why? He would have said, listen this is what --

FONDA: Because you get good ratings. You know how I know people love your show? Because the last time I was on your show, I couldn`t believe the feedback I got.

BEHAR: Oh, that`s so nice.

FONDA: People love you. They love your show.

BEHAR: That`s very sweet of you.

FONDA: Yes.

BEHAR: And now, just while you`re in the middle of complimenting me, I`m so annoyed I have to take a break. I could listen to that all day.

We`ll be right back.

(COMMERCIAL BREAK)

BEHAR: I`m back with Jane Fonda, who has two new fitness DVDs for baby boomers and then older than that even.

FONDA: Whatever -- I`ve gotten feedback from 80 year-olds.

BEHAR: Yes, yes.

FONDA: Yes.

BEHAR: You know I was -- let`s talk about some other topics here because a new study says that I read says divorced adults are 23 percent more likely to die younger than their married counterparts.

FONDA: Men.

BEHAR: Oh the men and not women?

FONDA: Men. Divorce is much harder on men than it is on women.

BEHAR: And why do you think?

FONDA: Well, why do you think?

BEHAR: Because they`re alone and they can`t be alone.

FONDA: Yes.

BEHAR: Yes.

FONDA: You see we -- we have a great advantage. And I have tremendous compassion for men, because for reasons that we don`t have time to go into now, they tend not to have a circle of intimate friends, you know, real soul mates. Their soul mates are their spouses.

BEHAR: Yes, that`s true.

FONDA: And so when they get divorced or the spouse dies, men are really -- it`s hard. And they try to get married again right away.

BEHAR: And they do.

FONDA: Women usually feel, whew.

BEHAR: Yes.

FONDA: After the initial hurt because it`s painful to fail. Women tend to have -- we have our friends and we circle the wagons with our women friends.

BEHAR: I mean they do have -- they watch football together but they don`t really have -- they do poker games.

FONDA: No -- yes.

BEHAR: But intimate conversations, you`ll never hear that.

FONDA: Right.

BEHAR: I`m upset with my wife type of conversation whereas a woman will say that to a girlfriend.

FONDA: Right.

BEHAR: My husband is making me angry or whatever.

FONDA: Yes.

BEHAR: You`ll never hear the men talk like that.

FONDA: No that`s right.

BEHAR: And they are --

(CROSSTALK)

FONDA: And I think that it`s one of the reasons why women on average live five years longer than men.

BEHAR: It could be. But heart disease kills women more than men these days, did you know that?

BEHAR: I heard that, yes.

BEHAR: Yes now you know another thing that I wanted to talk to you about. It`s lovely to have you here. Because you know, our generation, we protested quite a bit. And now we -- and I was wondering, I was worried about it in a way, I was worried like are these kids now just throwing in the towel for the past like 25 years?

But now, this "Occupy Wall Street" thing is actually making me feel like these young people are interested in changing the system and changing the world. Doesn`t it make you feel good?

FONDA: Yes.

BEHAR: That that`s happening?

FONDA: Yes it does. And a lot of people complain, you know there`s no central organizer, there`s no clear goal. Come on. It`s just common sense. Any country that has a very, very small narrow layer, of very rich powerful privileged people and no middle class and the rest are just really struggling and some of them not making it.

(CROSSTALK)

BEHAR: Yes.

FONDA: Is a country that`s not going to be stable.

BEHAR: That`s right.

FONDA: I mean, if you`ve ever been in a third world country where there`s no middle class, you`ve got no stability. You know and -- but -- but that`s the third world country. This is a country where we`re promised the American Dream. If you follow the rules, if you play right, if you do right, you`re going to be able to own a home and send your kids to school. You know when that becomes out of the reach of the average American, you`re looking at real trouble.

(CROSSTALK)

BEHAR: You are and it`s happening --

FONDA: You know they`re sounding the warning signal.

BEHAR: They are.

FONDA: They`re the Paul Reveres.

BEHAR: And it`s their -- it`s their futures that they`re worried about.

FONDA: Yes.

BEHAR: And you know it`s happening in Europe also. I mean, in Italy, they are complaining -- people are complaining now that they don`t have an opportunity --

(CROSSTALK)

FONDA: Yes.

BEHAR: -- to go to school, to have a family.

FONDA: Yes.

BEHAR: I mean, really, what is happening?

FONDA: Yes.

BEHAR: Something happened along the way that just screwed everybody up.

FONDA: Yes it`s called greed.

BEHAR: It`s called greed.

FONDA: It`s called greed and it is Wall Street and -- and greedy people. And what makes me so mad is that they`re still getting rich.

BEHAR: They`re still getting rich.

FONDA: Yes.

BEHAR: And what happen -- what do you make of the fact that when you know everybody -- when people say gee, these very, very mega rich people should do -- pay their share should be taxed also and stop getting tax breaks and other people are like, no, you can`t do that. It`s so wrong to tax these rich people.

FONDA: And oftentimes -- that`s right, and oftentimes there are poor people that are saying that. And the only answer that I can come up with is because it being America, those not so rich people feel some day I`m going to be rich and I don`t want to be taxed.

BEHAR: I wonder if that`s still true, though. That people are starting to get the idea that maybe it`s not going to happen for them unless they win the lottery.

FONDA: Yes. Yes and I think that we will end up taxing the rich. And that`s just fine by me and all the rich people I know like Ted Turner and Warren Buffet and Bill Gates, you`re they`re all saying, tax us.

BEHAR: I know.

FONDA: For heaven`s sake, we want a stable country.

BEHAR: We do. I know and somehow it`s just stuck in neutral somehow.

FONDA: And neutral. I mean all these soldiers coming back now you know having served our country and they come back and aren`t going to be able to get jobs.

BEHAR: I know. I was thinking that the other day that my father who was in World War II, he and my uncles, they all got the GI Bill.

FONDA: GI Bill. It`s good for the country.

BEHAR: What happened to all that? Yes. What happened to that?

FONDA: We don`t have the money anymore.

BEHAR: Because it keeps filtering upward. That`s why?

FONDA: Yes, it`s a trickle up.

BEHAR: It`s trickling up, yes. And also the other thing that`s missing right now I think is the -- a strong feminist leader. I don`t know if we have that right now, like we had Gloria Steinem and --

FONDA: Had --

BEHAR: She`s still here. She`s still here and I know that but she`s got -- she`s getting older and we need a young -- some younger people to rise up.

FONDA: There`s a lot of young girls and women that are feisty and coming up, and you know there are some really good women in the legislature, Elizabeth Warren and Nancy Pelosi.

BEHAR: Oh yes she`s wonderful.

FONDA: I mean, there are some very, very strong women in both the corporate and the political world. There`re just not enough of them.

BEHAR: Right.

FONDA: And that`s something that voters have to take care of.

BEHAR: Yes I think that`s true.

FONDA: Yes.

BEHAR: But you know somebody like Nancy Pelosi, she`s tough. She gets hit left and right by the right-wing all the time. You know so it`s - - and Gloria did, too. Gloria got batted around quite a bit in her day.

FONDA: Yes I think -- did you see the HBO special on her?

BEHAR: Yes.

FONDA: Yes it was -- it really reminded me how bad it was back then and how hard it was. I mean, we`ve made gains.

BEHAR: We have.

FONDA: Yes.

BEHAR: But what about the idea that you know these young girls don`t have great role models. I mean, they have -- they have these reality shows, I don`t want to put down the Kardashian, but they happen to be very famous those girls. And they`re all about having rich boyfriends, having a lot of clothes, having a big diamond ring, having a big wedding, all of that sort of superficial stuff. I don`t know that that`s helping the situation.

FONDA: That`s not helping. No, it`s not helping.

BEHAR: Even though, I don`t fault them really, they`re trying to make money also like everybody else but it seems as though that`s --

FONDA: People who know them tell me you know they`re good, they work hard.

BEHAR: They are, yes they`re nice girls.

FONDA: They work, you know it`s more of the "Jersey Shore" kind of stuff.

BEHAR: Oh those.

FONDA: Yes.

BEHAR: Don`t get me started on those. I grew up with kids like that who wanted to beat the crap out of me. So I`m not really thrilled with them. Oh thank you so much for joining us --

BEHAR: So you can just follow Jane. You don`t have to have a man on the cover.

FONDA: There`s men in there.

BEHAR: Yes. I mean Richard Simmons didn`t have men dancing with him and he`s a guy, right?

FONDA: Yes. He is. I love Richard. Richard is --

BEHAR: I do too. He`s a lot of fun.

FONDA: Yes. Well, there are men in my videos.

BEHAR: There are.

Let`s just -- before we go, I don`t have a lot of time -- I know that you, you talk about plastic surgery that you`ve had over the years. What exactly did you do because you look phenomenal?

FONDA: Thank you. Well, one thing I didn`t do, I didn`t have my face reconstructed. Still look like Jane. I said, don`t touch my wrinkles. It was more genetic. My family has bags under their eyes. I got rid of the bags and I tightened this up a little bit. I wanted to look how I feel, I feel so good. I feel so rested and energetic and I looked real tired and I wanted to buy myself a little time.

If I wasn`t an actress, I don`t know.

BEHAR: Oh, you would do it anyway. Because you look -- when you look as good as you do, you want to just keep looking that good.

FONDA: Ok. I`d like to think if I wasn`t an actor, I wouldn`t do it but, I don`t know.

BEHAR: But you`re -- being in front of the public, you have to maintain your face. Got to.

FONDA: Look at Vanessa Redgrave --

BEHAR: I couldn`t let --

(CROSSTALK)

BEHAR: What -- sorry?

FONDA: Look at Vanessa Redgrave.

BEHAR: Vanessa Redgrave.

FONDA: She`s so gorgeous and she hasn`t had to do anything.

BEHAR: No, but she looks her age, beyond. She looks older than she is.

FONDA: But beautiful.

BEHAR: But beautiful. You know, the British actresses they don`t go for this too much. Even Helen Mirren hasn`t done anything, I don`t think. Judi Dench, all those women, they don`t really do it. That`s because they get to play queens and they get roles all the time for older women.

FONDA: Maybe that`s why.

BEHAR: Yes. That`s it. Emily Blount, she`ll be like that, too, if she gets older. She`ll be the older Queen Victoria, you know. In this country, it`s not like that. You`re done at 40 although you were not done ever, ever. How old were you when you did "Klute"? Were you in your 30s?

FONDA: 37, 36.

BEHAR: Yes. I think that`s my favorite movie of yours.

FONDA: Yes. Well, it was a good movie.

BEHAR: That is a great and scary movie.

FONDA: Everything about it was perfect.

BEHAR: Donald Sutherland and you were just hot, hot, hot.

FONDA: We had a good time.

FONDA: Your hair kind of looks the way you wore it in that movie now.

FONDA: Only it was dark then. That was my hair. Hair grows right out of your head.

BEHAR: It does?

FONDA: Where your brain is. Right where your brain is. I think it reflects deep transitions that you make in life. And I -- you know, I didn`t -- I wanted to get rid of "Barbarella" and went to my then husband`s barber and I said do something. And he`s the one.

BEHAR: Oh, yes. He gave you that hairdo.

FONDA: Yes.

BEHAR: Because the whole thing -- you were a total style setter. You had those --

FONDA: And those were -- that was my clothes. Everybody is copying it now in the fashion world.

BEHAR: It is beautiful. I mean I talked to Diane Keaton a couple of weeks ago about her trend setting look and I think you had that also.

FONDA: Yes. She`s very cool.

BEHAR: Yes. She`s great. We had a great time.

I`m sorry we`re going off the air because I`d love to --

FONDA: You`ll be on somewhere. Trust me.

BEHAR: -- somewhere again talking to you.

FONDA: We will do this again.

BEHAR: OK. Her all new workout DVDs are out there. Buy one, "Jane Fonda: Prime time trim, tone and flex" and also, "Jane Fonda: Prime time firm and burn". Yes.

FONDA: And they`re fun.

BEHAR: And they`re fun.

FONDA: And the music is great.

BEHAR: And you will look gorgeous like Jane if you do them. Yes, right.

FONDA: Yes.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

CHRISTIAN BALE (as Bruce Wayne): Alfred, what would you have me do?

MICHAEL CAINE, ACTOR: Endure, Master Wayne. Take it. They`ll hate you for it. But that`s the point with Batman. He can be the outcast. He can make the choice that no one else can make the right choice.

(END VIDEO CLIP)

BEHAR: From Alfie to Alfred, Michael Caine`s career has spanned six decades. He`s won two Oscars for "Hannah and Her Sisters" and "The Cider House Rules" and has started in over 100 films. He`s had such a full life, he had to write yet a second memoir, "The Elephants to Hollywood," his new book. Welcome, Sir Michael Caine, I might add. Are you partial to being called Sir, because, you know, Ben Kingsley insists upon it.

CAINE: Yes, I know Ben very well. He`s a very -- you don`t have to call me sir. That`s for sure.

BEHAR: No, but he wants you to.

CAINE: He wants you to and he insists, and I asked him about that. And he comes from a very poor place in England called Sulford (ph), and he is a Gujarati Indian, which is the poorest of Indian immigrants.

BEHAR: I see.

CAINE: You know?

BEHAR: So, it means --

CAINE: And I said, what is all this about, you being called "sir" all the time? He said I`m a bloody Gujarati Indian, and I`m going to be called "sir."

BEHAR: I see the motivation there. It`s sweet. You know, Michael, I love all of your movies so much. I`m such a huge fan. I mean, I don`t want to gush.

CAINE: Please do.

(LAUGHTER)

CAINE: Be my guest.

BEHAR: But this scene really turned me on. I have to tell you. Watch.

(BEGIN VIDEO CLIP)

CAINE: The floorboards upstairs creak, so, do a quick washup. Get into bed. Let`s go.

CHRISTOPHER REEVE, ACTOR: I`ll buy (ph) that.

(END VIDEO CLIP)

BEHAR: Excuse me. I must tell you that was a hot scene. You two gorgeous men kissing.

CAINE: He had never kissed a man on the lips before. We drank half a bottle of brandy.

BEHAR: In order to get through it?

CAINE: And we got a bit pissed and -- drunk, and we kept doing the take because we couldn`t remember the lines. But there`s an extraordinary rider to that scene. I was in my -- I`m going to cut this -- I was in Miami. I was in a bookshop. I wanted to go to the gents very, very badly. I went to the gent`s toilet. It was a single one with a lock. It wasn`t like a normal gents, and there was a ladies with a lock next to it. And there was someone in the gents. And I was busting.

And I sort of opened the ladies, and I looked in and there was no one in there. I looked around and there were no ladies. I nipped in the ladies and I was having a pee, and of course I heard the handle on the door go, and a woman was trying to get in. And I thought myself, what am I going to do here? So, I opened the door and there was this lady there, six feet, just looking at me. And I said, it`s all right, I said, I`m a lesbian. And she -- without -- it`s true. You can`t make this stuff up.

BEHAR: No, that`s great. Yes.

CAINE: I said, it`s OK. I said, I`m a lesbian. And she said, without a beat -- she said, no, you`re not. I saw you kiss Superman in "Deathtrap," which is that scene. And she didn`t pause, she didn`t pause and think about it. If you imagine, she doesn`t know -- not only is it not a woman coming out, it`s a man. And not only is it a man, it`s Michael Caine, who you recognize with a bit of hip dialogue.

BEHAR: Were you kind of full Monty at the moment? I mean, were you --

CAINE: Oh, no. I was all buttoned up.

BEHAR: You were buttoned up. Well, that was lucky.

CAINE: No. Men do their flies up before they come out.

BEHAR: Oh, yes. I hope so.

CAINE: I wouldn`t have come out like that. It`s a very good bookshop. I couldn`t do that.

BEHAR: Some men take pictures of Mr. Happy, as Brett Favre. We know that story, don`t we?

CAINE: Oh, do they?

BEHAR: I won`t go into it. It`s another story.

CAINE: Mine`s not very photogenic.

BEHAR: Apparently his is.

(LAUGHTER)

BEHAR: Now, I want to switch gears a little bit because --

CAINE: Oh, good.

BEHAR: This book is so good, by the way, as your other memoir.

CAINE: Oh, thank you.

BEHAR: "What`s It All About" was also a great book. I love your books. You`re in the news right now.

CAINE: What happened?

BEHAR: You are in the news because you were talking about euthanasia. That`s why you`re in the news.

CAINE: Yes.

BEHAR: And then your other memoir that you put out in 1992, you talk about, you know, your father being on his death bed and the doctor and the whole thing.

CAINE: Yes.

BEHAR: Tell me exactly what happened and then I`ll tell you why you`re in the news.

CAINE: I was -- my father was dying of liver cancer in the hospital. And he had something like 24 hours to live. He was in agony. Absolute -- I mean, we`re talking 50 years ago. It was not like Sloan-Kettering and everything. And I just said to the doctor, I said, you know, he`s going to die now. He could die now, any minute. Can`t you just shorten it, a little bit? He said, no. He said come back at midnight. I went back at midnight. My father died about five past midnight. And I said to him, did you do that? He said, no.

BEHAR: He had to say no, right?

CAINE: But I don`t know whether he did or not. What happened, they did a big thing about it in the newspapers. I was stunned. I thought, wait a minute. I wrote about this -- this is something that didn`t happen 50 years ago. And it was a headline in the British newspaper. And it came about because of this subject of euthanasia, which I have no views on at all. You know, I`m --

BEHAR: You don`t?

CAINE: No. I don`t mind what people do as long as they don`t do it to me. Please don`t do euthanasia on me.

BEHAR: Well, apparently, a lot of people --

CAINE: A lot of people are doing -- yes.

BEHAR: They want to take back your knighthood.

CAINE: Who did?

BEHAR: These people. These people who are zealously against any form of hastening death.

CAINE: I didn`t hasten anyone`s death.

BEHAR: I guess, the implication was that --

CAINE: And I wasn`t a knight then.

BEHAR: No, you weren`t?

CAINE: No.

BEHAR: But now, they want to change the way -- yes. Now, they would like to do that, and they would like you to go to jail. That`s why you`re in the news right now.

CAINE: Is that why I`m in the news?

BEHAR: Yes. How do you like that?

CAINE: I didn`t see that news.

BEHAR: I`m just, you know, FYI.

CAINE: I don`t know how you can go to jail for something you didn`t do 50 years ago.

(LAUGHTER)

BEHAR: Because these people love to get on this type of thing.

CAINE: Oh, I see.

BEHAR: Yes. I mean, the truth of the matter is that Dr. Kevorkian, some people think he`s a saint and others think he`s the devil. So, it is a controversial topic. OK. But your book is filled with interesting revelations, also about your mother, who sounds like remarkable woman.

CAINE: Oh, she was, yes.

BEHAR: And tell me of the story of how your mother -- what she would do on Monday nights that you didn`t know about.

CAINE: What I didn`t know is my mother (INAUDIBLE). What I didn`t know, which nobody knew, was that my mother, eight years before I was born, and before she was married, had an illegitimate son.

BEHAR: A child out of wedlock?

CAINE: A child out of wedlock. And then that was a source of great shame and everything, and she was very poor. So, he was put in the Salvation Army or some charitable institution. And he had epilepsy and he wasn`t taken care of properly. You know, and he was hit (ph) with the stone floor and just smashed his brain to pieces and wound up in mental institutions. The thing about my mother was -- I mean, nobody knew this. Nobody until after she died.

I`ll tell you how it came out. And she visited him every Monday for 52 years for her entire life with the exception of the war years when she was evacuated with us from London during the blitz. And I only found out because a newspaper in England was doing an article on the state of mental health care in England. And they were at this particular hospital, where David -- his name was -- where David was. And there was a girl who was -- she was like his girlfriend, you know.

BEHAR: Yes.

CAINE: She was mentally disabled but very, very able to communicate. And she knew that he was my brother because she knew my mother. She knew everything.

BEHAR: So, this was after you were somewhat famous?

CAINE: Oh, yes, I was famous. And she went to the reporter. My half brother couldn`t speak -- I mean, when I eventually spoke to him, he did form a speech but you couldn`t understand it.

BEHAR: Yes, yes.

CAINE: And the only one who could translate it was the matron. She was like the interpreter. But she said -- went to the reporter who was having his lunch and said, you see that man over there? He said yes. That`s Michael Caine`s brother. And of course, he`s a newspaper man. He went, what is this?

BEHAR: That was a good lunch for him.

CAINE: Yes, and that was a great thing, but she kept it secret for all those years. And I asked the matron, I said, how did she keep it secret? She said, she always came with a Bible in her bag. And if there was a new nurse, she would make her swear on the Bible that she would never tell.

BEHAR: Oh.

CAINE: And the reason for it was that my mother would have thought that news like that would have harmed my career. And so, she watched over it all the time. She did another thing like --

BEHAR: Do you think it would have harmed your career?

CAINE: No.

BEHAR: It wouldn`t have?

CAINE: No. It`s not. I`m working. I`m working.

BEHAR: Yes. You know what, hold that last thought because we`re going to take a break, and then we`re going to come back with more with Michael Caine. Stay right there.

(COMMERCIAL BREAK)

(BEGIN VIDEO CLIP)

CAINE: Right, we can begin. My name is --

UNIDENTIFIED FEMALE: Alfie.

UNIDENTIFIED MALE: Alfie bubbles with impudent humor and ripe modern wit says the "New York Times."

CAINE: I was having a beautiful little life. There was this manageress of a dry cleaners. And I was getting a suit cleaned in the bargey (ph).

(END VIDEO CLIP)

BEHAR: That was two-time Oscar winner Sir Michael Caine in the original trailer for "Alfie," the role that made him a star. It certainly did. That was your breakout role, wasn`t it?

CAINE: Yes. The thing about it was that if you`re a British actor, you`ve got to make it in America to make it big.

BEHAR: That`s right.

CAINE: And that one did it in America. It was very funny the way I found out it was going to America, because I made the picture. It came out. It was a big success and everything in England, and then it disappeared. And then one day, I got a call from the director. He said you`ve got to do 120 loops on the picture, which is me redo the lines. I said, what for? He said, it`s got American release, and the Americans don`t know what you`re talking about.

(LAUGHING)

BEHAR: You know, I watch a lot of masterpiece, and I watched BBC America, and sometimes I do not understand that.

CAINE: I watch a lot of that and I don`t understand it at all.

BEHAR: But their texts, they`re always Cockney for some reason, and it`s like really fast.

CAINE: Yes, that`s the take. American speech is about half the speed of Cockney. Cockney is very fast, because Cockney is a working-class accent, and all working-class people speak quick. It`s a ratio, the more powerful you are, the slower you speak because people listen. The less power you have, the faster you speak because people don`t listen to what you got to say.

BEHAR: That doesn`t hold up here, because like the "Jersey Shore" where they like, you know, they talk that, which is really slow.

CAINE: Yes.

(LAUGHING)

CAINE: Well, they`re poor people who don`t care whether you listen to them or not.

(LAUGHING)

BEHAR: OK. Tell me the story about your mother you were going to tell me.

CAINE: I was going to tell you. This thing was like -- she hid this story because she thought it might harm my career.

BEHAR: Right.

CAINE: And it started very early. My very first movie where I had a big part was "Zulu." It was a big premiere in London. And I said, mom, come to the premiere with me. She said, no. I said OK. So, I got a beautiful girl whose name escapes me now. And we went to the premiere. And there were flash lights going and everybody in fur coats and everything, and the police holding back the crowd. And I looked at the crowd and there was my mother being pushed back by the police.

And I was so angry. Wait until I get home. I got home and I called her. I said, what are you doing there? She said, I wanted to see what happened. I really wanted to see what was going to happen. I said, you could have come with me and been part of what was happening. She said, it wouldn`t have looked good. She said, you don`t want to go to a big film premiere with your mother. You would look like a mother`s boy. It wouldn`t help you career.

So, I said, why did you come? She said, I just wanted to see what was going on. I said, did you enjoy it? She said, it was lovely.

(LAUGHTER)

BEHAR: She was something, and didn`t she beat some kid up in your defense?

CAINE: Oh, yes. There was a woman--

BEHAR: Who did she beat up? She hit somebody.

CAINE: She hit a big kid who hit me.

BEHAR: You were smaller?

CAINE: I was smaller. Yes. Yes. She broke his nose.

BEHAR: She broke the?

CAINE: Yes, yes.

BEHAR: Defending you against a bully?

CAINE: Yes.

BEHAR: So, some people say that you should defend yourself, but you don`t really learn if your parent defends you. What do you think about that?

CAINE: Oh, no. If anyone`s beating me, I like a bit of help.

(LAUGHTER)

BEHAR: So do I, believe me.

CAINE: That was the way you do it. Always use Sean Connery. He`ll get into a fight.

BEHAR: Sean Connery?

(CROSSTALK)

CAINE: Yes. I remember one night we were in a club, and there was this sort of like amateur auditions, you know. And there was this young girl trying to -- doing her best, and there was four drunks behind us. They were all screaming at her and they weren`t giving her chance. And Sean got up and beat the daylights out of all four of them. And I said, I`ll help, Sean. No, that`s OK.

BEHAR: He didn`t need any help?

CAINE: So I cheered him on. I`m good at that.

BEHAR: You`re a cheerleader?

CAINE: Go ahead, Sean. You know, stand to the side. Did you hear what he said about you?

BEHAR: Sean was built up like Schwarzenegger, right?

CAINE: Sean, when I met him -- what it was, Sean -- just "Logan" (ph) opened South Pacific in London, right? There was all these American sailors in very little shirts going, there is nothing like a dame. And he did an audition with English chorus boys, you know, I mean, singing, there was nothing like a dame. They were all about that boy singing, nothing like a dame.

BEHAR: Yes.

CAINE: And so, what he did, he sent his casting director out to all the weightlifting clubs to get some big guys, and then he put singers behind them, you know, to sing the songs or do the dancing. Sean was Mr. Edinborough (ph). And he was trying that in London, he was trying to become Mr. United Kingdom. And he is built like Schwarzenegger. And he got in the chorus. That`s how he started.

BEHAR: And you were in that too, right?

CAINE: No, I wasn`t there.

BEHAR: Oh, you weren`t?

CAINE: No. No. What happened was, it was a very male chauvinist time at that time, and they used to have parties, you know, which no one had much fun. We had a party, and so they used to say bring a bottle and a bird. A bird was a girl.

BEHAR: That`s an Alfie term.

(CROSSTALK)

CAINE: Bring a bottle and a bird. South Pacific opened on a Thursday. Sean came to this party same time as me on the Saturday night, his first weekend in the show. And what happened was is I didn`t have enough money for a bottle, so I brought two birds, you see. Sean came in and they were both very beautiful girls. And Sean came in and he saw me with these two girls. And he was on his own. And I became his new best friend forever.

BEHAR: That`s great. That`s very good.

CAINE: He was 80 last week. I called him. He`s a good Nick.

BEHAR: He`s a good Nick? Doesn`t Nick mean jail?

CAINE: Nick means many things.

BEHAR: Yes, yes.

CAINE: But being in good Nick means that you`re in good condition.

BEHAR: And if you`re a no good Nick then you`re terrible.

CAINE: And there is a sputnik, which is a rocket.

BEHAR: That`s right. A lot of nicks.

(LAUGHING)

BEHAR: There`s Nicholas Nicklbey (ph).

CAINE: Sputnik.

BEHAR: Sputnik, right. Now, you`re acting. I love some of the stories that you`ve written a book about acting, and I read that book. One of your rules is no frontal nudity.

CAINE: Yes.

BEHAR: Now, is that for everyone or just for you?

CAINE: No, for men, especially.

BEHAR: You don`t like front --

CAINE: No, I would never do it.

BEHAR: No?

CAINE: No. I would never do it. It`s not based on modesty or shyness or anything. It`s just based on the fact that if you`re an actor, you are controlling what the audience does if you`re any good. They are listening to what you are saying.

BEHAR: That`s right.

CAINE: They`re looking at what you are making them look at. Normally, if you`re talking, it`s your face.

BEHAR: Right.

CAINE: If you come on in full frontal nudity, you`ve immediately lost their concentration.

BEHAR: Of course.

CAINE: Because they`re not looking at your face. They`re not listening to you. They`re talking to their friends.

BEHAR: They`re looking at your full frontal.

CAINE: Your full frontal and sometimes making odious comparisons.

BEHAR: Yes. I hate that. I`ll take a break. We`ll be back with a little more from Michael Caine in just a minute.

(COMMERCIAL BREAK)

BEHAR: I`m back with Michael Caine. His new book, "The Elephant to Hollywood" is out now, by the way, and it`s a terrific book. You were going to finish your nudity story.

CAINE: Yes. At the time, years ago, there was a very famous musical which was the first nude musical. Everybody was naked.

BEHAR: The former -- oh, no. I know.

CAINE: Oh Calcutta.

BEHAR: That`s right.

CAINE: And there was Oh Calcutta. And I saw on the television, Robert Helpmann, who was the head of the English ballet, being interviewed.

BEHAR: Aha.

CAINE: And they were talking about how this new musical and everybody was naked in it. He said to Robert Helpmann, he said, would you ever do a ballet with everybody naked? And he said, no, I wouldn`t. And he said, why wouldn`t you? He said, because everything doesn`t stop when the music does.

(LAUGHTER)

BEHAR: Exactly.

CAINE: So, I always remember those sort of sayings. I remember that time when they made homosexuality legal in England.

BEHAR: What year was that?

CAINE: I don`t know. About 1956 or something like that.

BEHAR: The 1950s.

CAINE: They made it legal. It was a crime up until then, and they made it legal. And I remember they were questioning MPs as they came out of the -- members of parliament as they came out having made this legal and they said to this MP, what do you think about making homosexuality legal? He said, I don`t mind them making it legal, he said. As long as they don`t make it compulsory.

(LAUGHTER)

BEHAR: Oh, I have to tell you, I loved your movies, " Hannah and Her Sisters" and "The Cider House Rules," but you didn`t turn up your Oscar for Hannah? Where were you that day?

CAINE: I was in Nassau. What happened with that was that Woody was a big --

BEHAR: Woody Allen.

CAINE: Yes. Woody Allen. And he never went, and he never bothered. He thought the Oscars were a load of nonsense.

BEHAR: He hates the Oscars.

CAINE: He hates the Oscars, and Woody wrote and directed the movie, and then it came out before the Oscars of last year, so to speak. It came out in the January. And last year`s Oscars were in the February. And so, they offered me a little part in "Jaws 4," a week. And of course, it would be, I said, yes, I`ll do that. There`s a lot of money, and I went away for a week.

And then I got -- I was going away for a week, and I got nominated out of the blue. There was no campaign. There was nothing.

BEHAR: Yes.

CAINE: And I said to Universal, I said, can you drop me out of the movie? Can you move it? And they wouldn`t do anything, and I had to shoot on that weekend.

BEHAR: Oh. So, you were busy?

CAINE: I was busy, you know.

BEHAR: Yes.

CAINE: I got paid a lot of money for that movie. I bought a house for my mother with that.

BEHAR: I love the way you`re very up front about how you do certain movies just for the money.

CAINE: I know. But a guy said to me, a reporter said to me, he said, that movie was absolute crap. I said, I`ve never seen it, I said, but I`ve seen the house that my mother bought. It`s fabulous.

BEHAR: On that note, let me say thank you very much for coming and doing this.

CAINE: Thank you.

BEHAR: Get the book. His new memoir is "The Elephants To Hollywood." Goodnight everybody. Thanks so much, Michael.